Terms & conditions
These terms and conditions apply to all professional relations between the professional and the client. Any deviations must be explicitly agreed upon in writing by both parties. In case of any contradictions between the contents of these terms and conditions and the relevant order letter, the order letter takes precedence. In accordance with common law, the professional can only be held liable for orders for which it can be demonstrated that the professional accepted them.
2. Realisation of the agreement
Barring any stipulations stating otherwise in the order letter, the agreement is realised and goes into effect:
- either when the professional receives and signs the order letter signed by the client.
- or when the professional starts carrying out the order at the client’s request, if they were initially scheduled to do so some time prior to that moment.
So long as the professional has not yet received the order letter signed by the client, all professional relations between the two parties of any kind are subject to these terms and conditions and the order letter from the moment onwards that and insofar as these contractual documents are made available to the client, by letter, fax, electronic mail, or in person in return for a proof of receipt.
3. Duration and termination of the agreement
3.1. Recurring orders
A ‘recurring order’ is defined as an order that consists of consecutive services of a similar nature that are to be carried out at intervals known in advance.
3.1.2. Duration and termination of the agreement
Unless the duration is stipulated by the order letter, any agreements concerning recurring orders are considered to be for an indefinite duration. Both parties have the option of terminating the agreement at any time, under the following conditions:
- the other party must be informed of the termination via registered mail, and
- a notice period of three months must be observed. If the client is the one terminating, they can also opt to replace this notice period with a fixed severance payment amounting to 25% of the fees that the professional used to be paid for their services over the course of a full accounting year or, where appropriate, the calendar year. During the notice period, all of the stipulations in the order letter and these terms and conditions remain in full effect, A separate agreement may be reached regarding the stipulations that remain in effect after termination of the agreement, insofar as these pertain to the period during which the agreement was still in effect.
3.2. Non-recurring orders
Any orders that are not covered by the definition provided in section 3.1.1 are considered to be non-recurring orders.
3.2.2. Duration and termination of the agreement
Barring any proof to the contrary, any agreements concerning non-recurring orders are considered to be one with a specific duration. Completion of the order and, if applicable given the nature of the order, delivery of the agreed upon services will constitute termination of the agreement. In accordance with article 1794 of the Belgian civil code and, where appropriate, by way of derogation from article 2004 of the Belgian civil code, the client reserves the right to terminate the agreement prematurely, provided that the professional is paid the following:
- the costs and fees for the work they have already carried out at that point, and
- everything else that they would have been entitled to in the event of full completion of the order. This compensation is calculated on the basis of actual costs, using a minimum of 25% of the fees that would have been owed in the event of full completion of the order.
After termination of the agreements, all records and documents belonging to the client will be provided to the client or their proxy.
4. Immediate termination for certain reasons
4.1. In all cases, the professional reserves the right to terminate the agreement at any time, without notice period and without compensation, in the event of any reasons that render it impossible for them to complete the professional partnership, such as:
- circumstances that would endanger the professional’s independence,
- circumstances that render it impossible for them to carry out the order in line with the relevant professional and ethical standards,
- any manifest shortcomings of the client in terms of their obligations as outlined in these terms and conditions (article 6.2) and the order letter,
- in the event of any settlement, dissolution proceedings, or the client’s manifest insolvency.
The client must be informed of the reasons justifying immediate termination of the agreement. Depending on the circumstances, the practitioner may preface such a decision to terminate with a warning or reminder sent to the client. When terminating the agreement, the professional must alert the client regarding any legal actions they deem urgent and necessary to safeguard their rights, and which they were ordered to carry out.
4.2. In the event that the client declares insolvency, the agreement is automatically dissolved by law.
4.3. The client reserves the right to terminate the agreement at any time, without having to observe a notice period or pay a compensation, in the event that the professional fails to meet their obligations as outlined in these terms and conditions (article 6.1) and, if applicable, the order letter. The client must at the very least preface any such decision with a written formal warning sent to the professional.
5. Suspension of execution of the contractual obligations
In the event of non-compliant, incorrect, or untimely execution of the client’s obligations, such as if they default payment of fees or advances in accordance with article 7 below, the professional is entitled to suspend their execution of their obligations or postpone them until the client has met their obligations. The professional must inform the client of such suspension in writing.
In the event that any legal actions are deemed urgent or necessary to safeguard the client’s rights, they must alert the client thereof. Any costs and burdens resulting from the suspension or postponement are to be borne by the client. Under all circumstances, the professional is entitled to payment of their fees and costs regarding the work they have already carried out.
6. Rights and obligations of the parties
6.1. Rights and obligations of the professional
The professional must carry out the orders entrusted to him with the required care, in full independence, to their best effort. They must ensure that the services they provide are provided in accordance with the Institute’s ethical standards and other professional standards, taking into account the relevant legislation and regulations in force at the time of their execution of their contractual obligations.
The professional can never be held liable for the consequences of any later changes, including any with retroactive effect, to these legal and regulatory provisions.
Neither are they responsible tor the consequences of any shortcomings, errors, or violations committed before their involvement. Their carrying out of any order is not, barring any stipulations stating otherwise, specifically geared towards discovering any potential fraud.
Barring any stipulations stating otherwise, the professional is not obligated to check the accuracy and completeness of the information provided by the client or the client’s appointee(s), nor the accuracy of the deeds, contracts, inventories, invoices, and all other supporting documents of whatever nature, which are entrusted to them by the client or presented to them as evidentiary documents or as documents intended to serve as such.
The professional is allowed to be aided by employees or specialists of their choosing and have the orders resulting from the agreement partially or entirely carried out by (an) appointee(s) or expert(s). In accordance with article 33 of the Belgian act dated 22 April 1999 on accountancy and taxation professions, the professional must have taken out an insurance policy to cover their civil professional liability that is approved by the Institute of Accountants and Tax Consultant’s Council.
The professional as well as their appointee(s) or proxy/proxies are bound by professional confidentiality in accordance with article 58 of the Belgian act dated 22 April 1999 on accountancy and taxation professions and article 32 of the Belgian royal decree dates 1 March 1998 on the determination of the accountants’ ethical regulations, subject also to all legislation and regulations aimed at preventing the use of the financial system for laundering money and to fund terrorism.
6.2. Rights and obligations of the client
The client agrees to:
- provide the professional with all documents, data, and information that are required for them to carry out the order in a timely fashion;
- carry out any work that they are responsible for based on the order letter;
- inform the professional of any information, event, or development that could have any influence at all on the carrying out of the order;
- if the professional requests it, provide written confirmation that the provided documents, information, and explanations are correct and complete;
- determine whether the documents and statuses provided by the professional meet the client’s expectations and match the information provided by the client, and if not, inform the professional thereof immediately.
6.3. Ban on involvement of employees
The client and the professional expressly agree to refrain from directly or indirectly hiring any employee or independent staff member affiliated with the other party who is involved in the carrying out of the agreement for the duration of the agreement and for a period of 12 months after the contract is terminated, regardless of the reason for termination, as well as from either directly or indirectly (via a different legal entity, for example) having them carry out any work that falls outside of the framework of any agreement between the client and the professional, barring the other party’s prior written consent.
Any violation of this provision will cause the violating party to owe the other party a one-off fixed compensation of 15,000 EUR.
7.1. Determination of costs and fees
The costs and fees are determined in accordance with the current legal and regulatory provisions applicable to the professional and outlined in the order letter, which these terms and conditions are an integral part of. The costs and fees are owed as the work for the client is carried out, regardless or whether the order is completed.
7.2. Payment terms
- Invoices and/or fee invoices must be paid within 15 days of the invoice date. Late payment will legally result in the following, without a written formal warning being required:
- compensation with interest in line with what is laid out in article 5 of the Belgian act on the prevention of late payment dated 2 August 2002,
- a regular compensation for which the fixed amount is set at 10 % of the unpaid sums, with a minimum of 250 EUR.
The professional is entitled to request one or more advances, which will then be subtracted from the final costs and fees.
7.4. Contestations regarding costs and fees
Any contestations regarding costs and fees must be substantiated and communicated to the professional within 14 days of the invoice date via registered mail. If no such contestation reaches the professional in time, the client will be considered in agreement with the invoiced services.
Barring any orders as referred to in article 17, section 4 of the Belgian act on the formation of an Institute of company auditors and the organisation of public oversight on the company auditor profession, coordinated on 30 April 2007, the full (contractual, extra-contractual, or otherwise) liability for carrying out the order is limited to the sum or the sums which the professional’s professional liability insurance policy entitles them to, including any deductible excess that the professional may bear themselves in accordance with that insurance policy.
If, for whatever reason, the liability insurer decides not to pay out, all liability is limited to the sum of the fees invoiced for carrying out the order. In case of a recurring order, the relevant coefficient will be applied to the fees that the client was invoiced during the twelve months prior to the damage, or from the start of the carrying out of the order onwards in the event that this period is less than one year. These limitations also apply to any claims arising from the carrying out of the work, that would be levelled at all persons, partners, managers, and/or independent staff members who are considered insured parties under the relevant insurance policy. Consequently, these limitations expressly apply to all liability arising from all other errors for which the professional, their partners, managers, and/or independent staff members could be held liable. These limitations do not apply if any such liability is the result of an error by the professional, made with fraudulent intent or with the intent of doing harm.
If it turns out that two or more damage cases arise from one and the same error, these will be considered a single liability case and as such, the liability is limited to the highest possible sum of the amounts that apply to the relevant orders or agreements.
Barring any legal requirement stating otherwise, no damages resulting from (a) a loss of profit, goodwill, trading opportunities, or expected savings or advantages, (b) the loss of or any damage to data, or (c) indirect loss or damages will entitle the damaged party to compensation.
9. Applicable law and settling of disputes
The interpretation and carrying out of the agreement are governed by Belgian law. Any disputes of any kind fall under the authority of the local courts of the professional’s office location.
Any disputes with regards to costs and fees may be presented to the Institute of Accountants and Tax Consultants’ arbitration board, which will rule on the matter at first instance and on final appeal, and will do so free of charge.